DISEASE CHARACTERISTICS:

• Pathologically confirmed diagnosis of one of the following:

  • Myelodysplastic syndromes meeting any of the following criteria:

    • Intermediate-2 or high-risk disease, defined by the International Prognostic Scoring System
    • Refractory anemia with excess blasts (RAEB)-1 or RAEB-2, defined by the WHO Classification
    • High-risk cytogenetic abnormality, defined by the presence of monosomy 7 or complex karyotype
    • Disease progression during prior standard therapy with either azacitidine or decitabine
    • History of 5q minus syndrome that progressed during prior treatment with lenalidomide

  • Acute myeloid leukemia, including histologic subtypes M0, M1, M2, M4, M5, M6, or M7, and meets 1 of the following criteria:

    • Refractory disease or induction failure, defined as failure to achieve initial remission after 2 lines of induction therapy
    • Relapsed disease, defined as second relapse or higher

    • Newly diagnosed or untreated disease

      • Unable to tolerate potentially curative conventional induction chemotherapy due to advanced age, end organ limitations, or performance status limitations OR refused conventional induction therapy

• Must have stable bone marrow function for > 7 days prior to study entry

  • Patients with WBC > 10,000/mm³ or peripheral blast count > 5,000/mm³ are eligible provided WBC and blast counts are controlled (i.e., WBC ≤ 10,000/mm³ and peripheral blast count ≤ 5,000/mm³) with hydroxyurea prior to study entry

• No active CNS disease

  • Patients with clinical symptoms of active CNS disease must have negative cytology by lumbar puncture

PATIENT CHARACTERISTICS:

• Karnofsky performance status 60-100%
• Hemoglobin > 8 g/dL (packed RBC transfusion allowed)
• Platelet count > 20,000/mm³ (platelet transfusion allowed)
• Creatinine ≤ 2.0 mg/dL OR creatinine clearance ≥ 40 mL/min
• ALT/AST ≤ 3 times upper limit of normal
• Total bilirubin ≤ 2.0 mg/dL
• Not pregnant or nursing
• Negative pregnancy test
• Fertile patients must use effective contraception
• LVEF ≥ 40% (testing required if symptomatic or there is a known prior impairment)
• No QT prolongation with QT interval > 0.5 seconds
• No clinical evidence of heart failure
• No history of uncontrolled hypertension
• No myocardial infarction within the past 6 months
• No NYHA class III or IV heart failure
• No uncontrolled angina
• No severe uncontrolled ventricular arrhythmia
• No acute ischemia or active conduction system abnormalities by ECG
• No peripheral neuropathy ≥ grade 2 within the past 14 days
• No untreated positive blood cultures or progressive infections as assessed by radiographic studies
• No known hypersensitivity to bortezomib, boron, or any other agents used in this study
• No history of deep vein thrombosis or pulmonary embolism that has not been adequately treated with systemic anticoagulation or that was diagnosed within the past 2 months
• No serious medical or psychiatric illness that would preclude study participation
• No active HIV or viral hepatitis infection
• No other concurrent malignancy except localized basal cell or squamous cell skin cancer

PRIOR CONCURRENT THERAPY:

• See Disease Characteristics
• Recovered from all prior therapy (≤ grade 1 toxicity as defined by NCI CTCAE v3.0 criteria)

• More than 2 weeks since prior treatment for myeloid disorder, including chemotherapy, hematopoietic growth factors, or biological therapy (e.g., monoclonal antibodies)

  • Hydroxyurea to control WBC counts allowed provided last dose was given ≥ 48 hours prior to study entry
• At least 30 days since prior valproic acid for seizures
• No other prior histone deacetylase inhibitors